AI assistant
Solstad Offshore ASA — AGM Information 2016
Apr 18, 2016
3749_iss_2016-04-18_e1e22e96-fa2f-48ee-92ca-2adbefc34edd.pdf
AGM Information
Open in viewerOpens in your device viewer
solstad.no
INVITATION TO ATTEND ANNUAL GENERAL MEETING
You are hereby invited to attend the Annual General Meeting of Solstad Offshore ASA. Venue: Company offices, "Neset Fort" - Nesavegen 39, Skudeneshavn Time: Monday, 9th May, 2016, at 4.00 p.m.
The business of the meeting is as follows:
1. OPENING OF AGM, by board chairman.
2. ELECTION OF MEETING CHAIR.
3. ELECTION OF two persons to sign minutes with meeting chair.
4.ADOPTION OF invitation and agenda.
5.ADOPTION OF company's and consolidated annual report and accounts for 2015, hereunder declaration of the dividend. The board proposes that no dividend is to be paid for the accounting year 2015.
6.DETERMINATION OF directors' remuneration for 2015.
The Nomination Committee proposes that the AGM adopts the following resolution: "Remuneration of Board members from AGM May 18, 2015 and until the Annual Meeting May 9, 2016 is set to NOK 288,600,- for the Chairman and NOK 157,600, - to each of the other board members»
7. DETERMINATION OF audit committee's remuneration for 2015.
The Nomination Committee proposes that the AGM adopts the following resolution: "Remuneration of the members of the Audit Committee from the Annual General Meeting May 18, 2015 and until the Annual Meeting May 9, 2016 is set to NOK 52,500, - to each of the conductor and the second member»
8.ADOPTION OF auditor's remuneration for 2015.
The Board proposes that the General Meeting adopts the following resolution: "Approval of NOK 614,457, - in audit fees for 2015".
9. DETERMINATION OF the Nomination Committee's remuneration for 2015.
The Nomination Committee proposes that the AGM adopts the following resolution: "Remuneration of the members of the Nomination Committee from the Annual General Meeting May 18, 2015 and until the Annual Meeting May 9, 2016 is set at NOK 25,000, - to each of the conductor and the second member»
10.BOARD'S STATEMENT on salaries and other remuneration to executive personnel and adoption of guidelines for such remuneration.
The board has filed the following statement regarding guidelines for stipulation of salaries and other remuneration to executive personnel, see Public Companies Act, section 6-16 a:
"The general principle for stipulation of management salaries and other remuneration in the Solstad Offshore ASA group in 2015 shall be that executive personnel are offered competitive terms, to ensure adequate expertise and continuity in management in the group. The group will aim for a salary level etc. that reflects the average of equivalent shipping companies in Norway. Executive personnel shall also enjoy the same collective arrangements, such as pensions etc., as other employees in the group.
The group has no stock option program for management or other personnel. It will remain the policy to invite all personnel to purchase shares in the company (treasury shares) at the discount price (discount price) that each can support on a tax-free basis under the tax legislation, currently maximum NOK 1,500,- per annum per employee.
Remuneration to executive personnel in 2015 is stated in Note 5 to the Consolidated Accounts, based on the same general principle as outlined in the foregoing statement." It is proposed that the AGM shall adopt the above statement inasmuch as it concerns selling of shares to personnel, and otherwise also join the statement by an advisory showing of hands.
11.ELECTION OF BOARD MEMBERS.
The current members of the board of directors are: Terje Vareberg, Anette Solstad, Toril Eidesvik, Anders Onarheim, Vareberg and Ketil Lenning.
The following directors are up for re-election: Anders Onarheim, Ketil Lenning
The Nomination Committee of the Company proposes that both are re-elected for a period of two years.
12. PROPOSAL FOR RENEWAL OF certain board authorisations to expand shareholders' capital by new subscription:
a) "The board is authorised to determine that the shareholders' capital can be increased by maximum NOK 4,000,000.- by the subscription of maximum 2,000,000.- new shares, each of face value NOK 2.-. Within this limit the board will decide whether to offer one or several issues and their size.
The board will determine whether the pre-emptive rights of shareholders will be waived when new shares are subscribed. The board may also determine that the expansion will be paid by a contribution in nonmonetary values. The board will lay down the subscription price and other subscription conditions. The authorisation also covers any decision on merger under the Public Companies Act, section 13-5.
The authorisation shall remain in force until the annual general meeting in 2017."
The reasoning behind the board's proposal is that there may be a need to issue shares in connection with acquisition of assets etc as a step in the company's continuing development.
b)"The board is authorised to determine that the shareholders' capital can be increased by maximum NOK 280,000.- by the subscription of maximum 140,000 new shares, each of face value NOK 2.-. Within this limit the board will decide whether to offer one or several issues and their size. The expansion will be restricted to company personnel,
and shareholders will waive their pre-emptive right to subscribe for such shares. The board will lay down the subscription price and other subscription conditions.
The authorisation shall remain in force until the annual general meeting in 2017."
The reasoning behind the board's proposal is that the company is believed to benefit from employees also being linked to the company by ownership of shares, and that it is probable that more employees will acquire shares if they are offered in a special issue directed at the employees.
13. PROPOSAL TO AUTHORISE board to purchase treasury shares.
"The board is authorised to acquire treasury shares for the total face value of maximum NOK 7,737,475,- which is maximum 10 % of shareholders' capital. The minimum and maximum prices that may be paid for the shares are NOK 1.- and NOK 250.- each, respectively. Within the limits set by the rules of the Companies Act, the board is free to decide in what ways the acquisition and disposal of treasury shares will take place. The authorisation shall remain in force until the AGM in 2017."
The reasoning behind the board's proposal is for one thing that the purchase of treasury shares can provide a useful tool in connection with the continuous reassessment of the company's capital structure and equity management. Additionally the authorisation will allow the board by acquisition to send out a positive signal to the stock market regarding its evaluation of risk and earnings in the company, as well as being able to use the shares as a means of tender in case of acquisition of assets etc as a step in the development of the company.
In the interests of expediency we ask all shareholders who wish to attend the General Meeting or who wish to be represented by proxy to complete the special Attendance Notice (enclosed with the invitation) to such effect and dispatch the Notice to arrive in the company no later than Wednesday, 4th May, 2016, at 4. p.m.
As required under the Articles of Association, the Notice of Attendance form, Proxy Authorisation form, and Invitation to AGM form are all published on the company website at www.solstad.no.
The company's shareholder capital comprises 38,687,377 shares, each of face value NOK 2. Each share carries one vote.
We look forward to seeing you at the Annual General Meeting.
Skudeneshavn, 18th April, 2016
For the Board of Solstad Offshore ASA
Terje Vareberg Board Chairman
NOTICE OF ATTENDANCE AT ANNUAL GENERAL MEETING
Shareholders wishing to attend the Company's Annual General Meeting are asked to please return this Attendance Notice to: Solstad Offshore ASA, P.O.Box 13, NO-4297 Skudeneshavn, Norway, to arrive no later than Wednesday, 4th May, 2016, at 4.00 p.m (telefax 0047-52856501 or e-mail to [email protected]).
Be advised that I, the undersigned Shareholder in Solstad Offshore ASA, will attend the Company's Annual General Meeting on Monday, 9th May, 2016, at 4.00 p.m, in the Company offices, "Neset Fort", Nesavegen 39, Skudeneshavn.
I intend to vote on behalf of the following shares:
Own shares: _________________ SHARES
Other shares according to enclosed proxy powers: _________________ SHARES
Total: _________________ SHARES
(DATE) (SIGNATURE) (NAME, CAPITAL LETTERS) (ADDRESS, CAPITAL LETTERS)
These proxy powers may be used to appoint a proxy to attend and vote on the Shareholder's behalf at the Company's Annual General Meeting on 9th May, 2016.
To accommodate the flag state provisions in the Securities Trading Act, section 4-2 (3), Shareholders who wish to confer proxy powers to the Board Chairman Terje Vareberg or Managing Director Lars Peder Solstad are urged to indicate their positions on Agenda Proposals 4 to 13 on the voting instructions below.
These proxy powers should be sent to the Company to arrive no later than Wednesday, 4th May, 2016, at 4.00 p.m (telefax 0047-52856501 or e-mail to [email protected]).
PROXY
I, the undersigned holder of ________________ shares in Solstad Offshore ASA, hereby grant proxy powers to:
(YOU MUST STATE A NAME HERE)
to attend and vote on my behalf at the AGM in the Company on Monday, 9th May, 2016.
| ۳ m |
|
|---|---|
(DATE) (SIGNATURE) (NAME, CAPITAL LETTERS) (ADDRESS, CAPITAL LETTERS)
VOTING INSTRUCTIONS
In respect of Agenda proposals 4 to 13, I hereby instruct my designated proxy to vote as follows (indicate by a cross, one alternative only, for each proposal):
| Item 4)– Adoption of invitation and agenda | Item 10 – Part 1- Board's proposal regarding share offer to employees | |
|---|---|---|
| Vote in favour of Board's proposal | Vote in favour of Board's proposal | |
| Vote against Board's proposal | Vote against Board's proposal | |
| Item 5- Part 1 - Adoption of company's and consolidated annual report for 2015 | Item 10 – Part 2 – Board's proposal regarding stipulation of salaries etc | |
| Vote in favour of Board's proposal | Vote in favour of Board's proposal | |
| Vote against Board's proposal | Vote against Board's proposal | |
| Item 5 – Part 2 - Adoption of Boards proposal of dividends for 2015 | Item 11 – Election and re-election of Directors | |
| Vote in favour of Board's proposal | Vote for Anders Onarheim | |
| Vote against Board's proposal | Vote for Ketil Lenning | |
| Item 6- Determination of Board of directors remuneration for 2015 | Vote for ______________ | |
| Vote in favour of Audit committee's proposal | ||
| Vote against Audit committee's proposal | Item 12 a) – Reaffirmation of powers | |
| Vote in favour of Board's proposal | ||
| Item 7- Determination of Audit committee's remuneration for 2015 | Vote against Board's proposal | |
| Vote in favour of Audit committee's proposal | ||
| Vote against Audit committee's proposal | Item 12 b) – Reaffirmation of powers | |
| Vote in favour of Board's proposal | ||
| Item 8- Adoption of auditor's remuneration for 2015 | Vote against Board's proposal | |
| Vote in favour of Board's proposal | ||
| Vote against Board's proposal | Item 13 – Reaffirmation of powers | |
| Vote in favour of Board's proposal | ||
| Item 9- Determination of Nomination committee's remuneration for 2015 | Vote against Board's proposal | |
| Vote in favour of Audit committee's proposal | ||
| Vote against Audit committee's proposal | ||
HEAD OFFICE:
SOLSTAD OFFSHORE ASA
Nesavegen 39, 4280 Skudeneshavn Postboks 13, 4297 Skudeneshavn, NORWAY Tel: +47 52 85 65 00. Fax: +47 52 85 65 01 Mail: [email protected]
BRANCH OFFICES:
SOLSTAD OFFSHORE (UK) LTD.
3rd. Floor, Salvesen Tower Blaikies Quay, Aberdeen AB 11 5PW, UNITED KINGDOM Tel: +44 1224 560 280. Fax: +44 1224 560 281 Mail: [email protected]
SOLSTAD OFFSHORE LTDA.
Rua Lauro Muller 116, Suite 2401 - Torre do Rio Sul Botafogo, Rio de Janeiro - RJ, 22290-160 BRASIL Tel: +55 21 3544-0040/41. Tel: +55 21 8176-3180 Mail: [email protected]
SOLSTAD OFFSHORE ASIA PACIFIC LTD.
1A International Business Park #06-01, SINGAPORE 609923 Tel: +65 6319 8799. Fax: +65 6319 8783 Mail: [email protected]
SOLSTAD OFFSHORE PTY LTD.
Level 1, Colord House, 33 Colin Street, West Perth, AUSTRALIA 6005 Tel: +61 8 9481 0161
SOLSTAD OFFSHORE CREWING SERVICES PHILIPPINES, INC.
3rd Floor Volvo Building, 2272 Chino Roses Ave., Makati City, Philippines 1232 Tel: +63 2 4641400 Mail: [email protected]